Cerenome's $21.3M Convertible Note Deal with 3i, LP Carries Heavy Dilution Risk
CNSY is trading near its 52-week low of $2.489 (4.9% above the low).
Summary
Cerenome disclosed full terms of its $21.3M convertible note financing with 3i, LP — including a $2.74 initial conversion price, $0.50 floor, 8% interest, and a 2.5% royalty on CNSide revenues. The deal provides runway into 2028 but carries heavy dilution and asset encumbrance risk.
Key Events · Financing and Capital Events · CNSY
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Convertible Note Financing Terms
Cerenome entered into a securities purchase agreement with 3i, LP for up to $21,276,596 in senior secured convertible notes — $3,191,489 Initial Notes, $2,127,660 Second Notes, and $15,957,447 Additional Notes.
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Conversion Price and Dilution Risk
Initial Notes convert at $2.74 per share with a $0.50 floor price. At the floor, the full $21.3M principal could convert into over 42 million shares — more than 5x the current 7.59 million outstanding.
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Royalty Obligation on CNSide
CNSide must pay 3i, LP a quarterly royalty of 2.5% of gross revenues, capped at 2.5% of the unpaid note balance, until all notes are repaid or cancelled.
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First-Priority Security Interest
The notes are secured by a first-priority lien on substantially all present and future assets of Cerenome and CNSide Diagnostics, including intellectual property and equity interests.
Analysis · CNSY · Industrial Applications And Services
A senior secured convertible note financing with 3i, LP provides Cerenome with up to $21.3 million in aggregate principal. The Initial Notes convert at $2.74 per share, a modest premium to the current $2.61 share price, but the structure includes a $0.50 floor price, 6% original issue discount, 8% interest, and a 2.5% royalty on CNSide revenues. The notes are secured by a first-priority lien on substantially all assets of Cerenome and its CNSide subsidiary. With only $8.6 million in cash as of Q2 2026 and a going concern warning already disclosed, this financing provides critical runway but at the cost of significant potential dilution and a royalty burden on the company's core diagnostic business. The exchange cap limits immediate conversion to 19.99% of outstanding shares without stockholder approval, but the full note structure could ultimately convert into a substantial portion of the company's equity.
How filings like this one have moved
In the 30 days to Sep 10, 2026, 35.7% of the 1838 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CNSY was trading at $2.61 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $18.9M. The 52-week trading range was $2.49 to $23.43. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.